Twilight's Student
by Bookybrony
Summary: Clopfic. Rated M for sexual content. Twilight teachers her Student a few things. First Clopfic ever. Don't like, don't read, etc etc etc. R&R please.


**Twilight's Student**

A Lavender Unicorn by the name of Twilight Sparkle overlooked as a younger Unicorn read from a book and took notes. She paced back and forth in front of his desk, observing him.

He was just out of foalhood, but a little smaller than she was. His coat was a chestnut color with a cutie mark in the shape of a mystical swirl and his eyes were a pale green. His white mane was disheveled from the constant studying she was putting him through. She was determined to make him one of the best Unicorns in Equestria, as her teacher had done with her.

It had been a few years since she moved back to Canterlot from Ponyville. She still kept in touch with her friends, sending them letters, updating them about her Student's progress and asking how they were fairing.

Spike had stayed in Ponyville with Rarity, and while Twilight was happy for her number one assistant, she was sad that he wouldn't be coming to live with her anymore.

To help take her mind off of it, she had taken a student in herself, determined to teach somepony all she had learned. She took in a young but promising candidate from Princess Celestia's School for gifted Unicorns.

She was brought out of her musings when she saw her pupil slump off to sleep at his desk.

A meter stick enveloped in purple magic slammed onto said desk, causing the colt to sit up in his seat, "The theory of teleportation!" he sputtered out in panic, before realizing he had dozed off. He slumped in his seat, embarrassed and dreading the lecture he would get.

"Student, you were up all night again, weren't you?" she started, looking down at him.

He withered beneath her gaze.

"Well?"

"Y-yes Miss Sparkle," he mumbled out, trying to avoid eye contact.

"Maybe you're not as dedicated to learning as I thought," she said, "I know I don't give you so much homework that you don't have time to sleep," she said, holding the meter stick under his chin to make him look her, eye to eye.

"N-no, I…."

"I hope you don't find this boring, Student," she said, her tone was a little smoother as she leaned in closer to him.

"I… I don't." The flustered colt blushed deeply. This wasn't the first time she got this way with him.

"Good," she said, releasing him and taking a few steps away, swaying her flank. She was determined to teach her Student all that Celestia had taught her. And she was taught a lot more than just magic.

She looked to him again. He was about the same age she was when Celestia moved on to a more… interesting subject. "Student," she said, a paper encased in magic flew to her student's desk. "If you complete this test and score perfectly on it, I'll teach you a little something ex-tra," she emphasized the last word with two sways of her flank, earning a rewarding blush from her student. She could practically see his heart pounding in his chest.

Her Student looked down at the test, his face as red as ever as his pencil became enveloped in his own magic as he began to work on the test.

Twilight watched with some pride as he seemed to have little difficulty, stopping for maybe a few moments on one or two questions before continuing. The entire time his chestnut fur on his face was tinted with a red glow.

Twilight had to wonder to herself if maybe she was this cute when Celestia was teaching her.

After a few more minutes her Student's finished, shyly looking up. Twilight picked up his test paper with her magic, resting a hoof on her Student's desk, she smiled as she felt his heart beat racing. He must be so nervous, much like she was all those years ago.

She put the paper down and licked her lips seductively, and leaned in close and kissed him deeply, taking him by surprise. His eyes were wide open when hers were half closed and smiling as her tongue invaded his mouth.

She broke the kiss, and smiled down at her Student, "you passed," she said, bringing the meter stick from earlier to her face, nibbling on the end of it, "now get your little flank out of that seat," she said with some authority.

He did so obediently, looking down at his hooves nervously as his teacher got up and sat on top of the desk, her front hooves holding her up while her hind hooves hung off the edge. "Now be a good student, and get between my legs," she said.

He came to the front of the desk, and sat down, his head between her legs. He tried not to stare at her marehood that was right in front of her, though that proved difficult. He once again felt the Meter stick pressed against him, as his teacher gently lifted his face up to look her in the eye again.

She looked at him, with a bit of hunger, that honestly scared the young pony, but he also felt himself growing excited. He'd be lying if he said he hadn't thought about doing things like this.

"Now, just do exactly as Teacher Twilight tells you to," she said with a wink.

He didn't speak, not trusting his own voice yet. He just nodded.

"Good, now, first lesson, we'll start with something easy, Cunnilingus," she said. "It's where you use your mouth and tongue to make me feel pleasure by stimulating my Vagina, we'll go over all the different parts of the Vagina later," she told him, giving him a wink, "and you'll be tested on that too," she told him. "But for now, just try to do your best."

Twilight thought back to when she had first done this with Princess Celestia. She had been so clumsy. She didn't know anything about sexual education at the time, so her performance was awkward at best, but Princess Celestia had assured her she was very cute while doing it.

Her Student seemed to be far more nervous than she was at the time, but after she told him to get to it, he carefully leaned his head closer, his mouth opening and his tongue coming from his mouth. He could smell her, and it was intoxicating.

His tongue went over her pussy lips, and he let out a cute breath as he got his first taste of her. He licked again, as unknowing as Twilight was all those years ago.

Twilight looked down at the colt between her legs as he lapped at her, as if he were a dog. She had to admit, it was indeed very cute. She then let out a moan of surprise at a sudden wave of pleasure hit her unexpectedly.

Her Student's tongue had slide between her pussy lips and as his tongue licked up her folds, it flicked at her clitoris. She let out another mouth, as one of her hooves when behind his head, to urge him to continue, "Mmm, good Student, just like that."

Seeing that he was doing something right, the Student pushed his tongue into her, licking deep inside her, his front teeth pressing against her clitoris as she pushed his face against her crotch.

Needing to breath, he pulled his tongue out to catch a breath before she shoved his face back where she wanted it. He continued to eat her out as she leaned forward, now using both her hooves to keep him there as he worked.

His tongue wiggled inside her as she let out a cry as she climaxed, her orgasmic fluids flooding his mouth as her vaginal passage constricted around his tongue for a few moments.

After a while, she released him, letting him breath. He coughed a few times; some of her juices had forced their way down his throat. He voluntarily swallowed the rest.

Twilight was breathing heavily too, not expecting him to do so well on his first try. She smirked, and licked her lips, her hind hooves pushing the colt onto his back.

"Now Student," she said, getting off of the desk and standing over her prone student. She spread his legs, revealing his sizable erection. With a smile she pronounced, "Lesson Two: Fellatio."

She lay down on the floor now as well, cradling the colt's Stallionhood between her two hooves. "Much like Cunnilingus, Fellatio is using the mouth, but instead of a Vagina, it's the term used to pleasure a Penis," she told him as she leaned in close, and kissed the head of his member.

A weak whimper escaped the colt that she was teasing, as she licked from base to tip. "You know, when I did this stuff with Princess Celestia, she had a magical penis, so this is really my first time tasting a real one," Twilight commented as she took the head into her mouth, sucking on it and pulling it out, "kinda salty," she commented, before taking more in her mouth.

Her Student squirmed beneath her as she sucked him off, bobbing her head and taking more in her mouth, until her lips kissed the base of his cock. She pulled off of him and smiled up at him, her hooves jerking him some, "When you're ready for lesson three, Student, go ahead and cum in my mouth," she told him, before engulfing his member once more.

The colt took in a sharp breath of air as she sucked harder on him, and did so more vigorously.

His legs flexed as he let out a groan, and he came, thick hot jets of semen pumping into his teacher's mouth. She swallowed down every drop that he gave her.

Once he was finished, she took her mouth of him, and licked her lips, "I think I may prefer the real thing over the magical cum the princess has," she said, licking his member once more to get him erect once more. "Lesson three," she said, her voice taking a seductive tone once more, "Fornication."

She got up off the floor, and put her front hooves on the desk, shaking her firm rump at her student and looking back at him, "come on and mount me Student, I'll let you be my first Male," she said with a wink.

Her student got off the floor with eagerness, his own desires for his Teacher outweighing his timidity. He earned a giggled from Twilight as he mounted her, his member pushing into her from behind as he placed his hooves beside hers to hold him up.

She let out a squeal of pleasure as she felt him thrust into her with a great deal of enthusiasm, "Oh Celestia, you're a fast learner."

Her student slammed his hips into her over and over again. She felt the girth of his cock stretching the walls of her birth canal. She let out another squeal when she felt a pulling on her mane.

Her student had grabbed it in his mouth, and pulled, possibly for his own stability, but the pain of the tugging caused a new form of pleasure to rush the Lavender Unicorn. "Oh Student, fuck me harder," she demanded in a hot breath.

The eager colt obliged, thrusting his hips harder into her, causing the desk they were using to shift on the floor, requiring him to keep up with her.

They both let out a cry as his cock tapped against her cervix, and Twilight felt her climax approaching, "Student, I'm Cumming! I'm Cumming!" She cried out as her passage tightened around his cock, constricting it as she cried out even louder.

The new pressure on his member was more than enough to send the Chestnut Colt over the edge, and he came once more, his thick spunk flooding his Teacher's womb in several bursts. He breathed hard and fell on top of her, spent of energy.

Twilight was breathing equally hard, "You're such a good Student, doing what you're told," she licked her lips once more. "Dismount, that's enough for today," she told him.

The Student quietly did so, pulling out of her, and sitting on the floor, mostly because his legs were too weak to keep him up.

Twilight got off of the desk, and smiled down at him, before forcing a kiss on him once more, taking him by surprise just as she did last time.

The only exception being, that her Student slowly returned the kiss this time.

Twilight broke the kiss and licked her lips once more, "you can go home now Student," she said.

He nodded, but looked down, "I have a name," he mumbled.

"I know," she said, walking away, shaking her ass again when she knew he was looking, "but you look so cute when you're flustered, Student."

…..

A/N: Well, first clopfic, not sure how it is compared to others, but think I did a good job at it.

This story is a oneshot that stands on its own, it holds no relation to any of my other works, and I doubt I'll be making a sequel for it.

Really it was more made for fun than anything else.

I know Twilight is acting pretty OOC here, but I had this thought on Twilight being a bit of a domme with her own student. And I can't help but think she would refer to everything by a proper name.

Well, now to work on my other stuff.


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